Common use of Post-Closing Adjustment of Purchase Price Clause in Contracts

Post-Closing Adjustment of Purchase Price. After the Closing Date, ----------------------------------------- the Purchase Price set forth in Section 2.03 shall be adjusted as follows: (i) if the Final Net Worth of JCR as finally determined pursuant to Section 2.07 shall be more than the Guaranteed Net Worth, then (a) the Parent Shares shall be increased by an amount equal to fifty percent (50%) of the amount of such excess, (b) the Cash Payment shall be increased by an amount equal to forty percent (40%) of the amount of such excess, and (c) the principal amount of the Note shall be increased by an amount equal to ten percent (10%) of the amount of such excess, and (ii) if the Final Net Worth of JCR as finally determined pursuant to Section 2.07 shall be less than the Guaranteed Net Worth, then (a) the Parent Shares shall be reduced by an amount equal to fifty percent (50%) of the amount of such shortfall, (b) the Cash Payment shall be reduced by an amount equal to forty percent (40%) of the amount of such shortfall, and (c) the principal amount of the Note shall be reduced by an amount equal to ten percent (10%) of the amount of such shortfall. In the event that the Parent Shares should be reduced pursuant to (ii) above, the Shareholder shall immediately return the aggregate number of Parent Shares to the Parent as will constitute the value of the reduction. In the event that the Cash Payment should be reduced pursuant to (ii) above, the Shareholder shall immediately refund such amount of cash to LRA-CA. In the event that any principal payments on the Note are made by LRA-CA prior to the determination of the final principal balance as a result of the determination of the Final Net Worth, then the amount of any such principal payments shall reduce the amount of the principal balance of the revised Note. In addition, the Note executed and delivered by LRA-CA to the Shareholder at the Closing shall be promptly returned to LRA-CA marked "CANCELLED" upon LRA-CA's delivery of the revised Note to the Shareholder upon determination of the Final Net Worth.

Post-Closing Adjustment of Purchase Price. After the Closing Date, ----------------------------------------- the Purchase Price set forth in Section 2.03 shall be adjusted as follows: (i) if the Final Net Worth of JCR Medtext as finally determined pursuant to Section 2.07 shall be more than the Guaranteed Net Worth, then (a) the Parent Shares shall be increased by an amount equal to fifty percent (50%) of the amount of such excess, (b) the Cash Payment shall be increased by an amount equal to forty eighty percent (4080%) of the amount of such excess, and (cb) the principal amount of the Note shall be increased by an amount equal to ten twenty percent (1020%) of the amount of such excess, and (ii) if the Final Net Worth of JCR Medtext as finally determined pursuant to Section 2.07 shall be less than the Guaranteed Net Worth, then (a) the Parent Shares shall be reduced by an amount equal to fifty percent (50%) of the amount of such shortfall, (b) the Cash Payment shall be reduced by an amount equal to forty eighty percent (4080%) of the amount of such shortfall, and (cb) the principal amount of the Note shall be reduced by an amount equal to ten twenty percent (1020%) of the amount of such shortfall. In the event that the Parent Shares should be reduced pursuant to (ii) above, the Shareholder shall immediately return the aggregate number of Parent Shares to the Parent as will constitute the value of the reduction. In the event that the Cash Payment should be reduced pursuant to (ii) above, the Shareholder shall immediately refund such amount of cash to LRA-CA. In the event that any principal payments on the Note are made by LRA-CA prior to the determination of the final principal balance as a result of the determination of the Final Net Worth, then the amount of any such principal payments shall reduce the amount of the principal balance of the revised Note. In addition, the Note executed and delivered by LRA-CA to the Shareholder at the Closing shall be promptly returned to LRA-CA marked "CANCELLED" upon LRA-CA's delivery of the revised Note to the Shareholder upon determination of the Final Net Worth.

Post-Closing Adjustment of Purchase Price. After the Closing Date, ----------------------------------------- the Purchase Price set forth in Section 2.03 shall be adjusted as follows: (i) if the Final Net Worth of JCR Rapidtext as finally determined pursuant to Section 2.07 shall be more than the Guaranteed Net Worth, then (a) the Parent Shares shall be increased by an amount equal to fifty percent (50%) of the amount of such excess, (b) the Cash Payment shall be increased by an amount equal to forty percent (40%) of the amount of such excess, and (c) the principal amount of the Note shall be increased by an amount equal to ten percent (10%) of the amount of such excess, and (ii) if the Final Net Worth of JCR Rapidtext as finally determined pursuant to Section 2.07 shall be less than the Guaranteed Net Worth, then (a) the Parent Shares shall be reduced by an amount equal to fifty percent (50%) of the amount of such shortfall, (b) the Cash Payment shall be reduced by an amount equal to forty percent (40%) of the amount of such shortfall, and (c) the principal amount of the Note shall be reduced by an amount equal to ten percent (10%) of the amount of such shortfall. In the event that the Parent Shares should be reduced pursuant to (ii) above, the Shareholder Shareholders shall immediately return the aggregate number of Parent Shares to the Parent as will constitute the value of the reduction. In the event that the Cash Payment should be reduced pursuant to (ii) above, the Shareholder Shareholders shall immediately refund such amount of cash to LRA-CA. In the event that any principal payments on the Note are made by LRA-CA prior to the determination of the final principal balance as a result of the determination of the Final Net Worth, then the amount of any such principal payments shall reduce the amount of the principal balance of the revised Note. In addition, the Note executed and delivered by LRA-CA to the Shareholder Shareholders at the Closing shall be promptly returned to LRA-CA marked "CANCELLED" upon LRA-CA's delivery of the revised Note to the Shareholder Shareholders upon determination of the Final Net Worth.